which could affect noteholders’ ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of such notes.
The notes will be senior, unsecured obligations of Vocera, and interest will be payable semi-annually.
The notes will mature on September 15, 2026, unless converted, redeemed or repurchased prior to such date. Prior to June 15, 2026, the notes will be convertible at the option of holders only under certain circumstances, and thereafter, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of Vocera common stock, cash or a combination of cash and shares of Vocera common stock, at the election of Vocera.
Vocera may not redeem the notes prior to March 20, 2024. Vocera may redeem for cash all or a portion of the notes (subject to a partial redemption Limitation), at Vocera’s option, on or after March 20, 2024 if the last reported sale price of Vocera’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Vocera provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Holders of the notes will have the right, subject to certain exceptions, to require Vocera to repurchase for cash all or part of their notes at 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the notes). In addition, following certain corporate events that occur prior to the maturity date or if Vocera delivers a notice of redemption, Vocera will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption.
The interest rate, conversion rate, offering price and other terms are to be determined by negotiations between Vocera and the initial purchasers.
Contemporaneously with the pricing of the notes in the offering, Vocera intends to enter into one or more separate and individually negotiated transactions with one or more holders of its 2023 notes to repurchase a portion of the 2023 notes on terms to be negotiated with each holder (each, a “note repurchase transaction”). The terms of each note repurchase transaction will depend on several factors. No assurance can be given as to how much, if any, of these 2023 notes will be repurchased or the terms on which they will be repurchased.
Vocera expects that holders of the 2023 notes who exchange their 2023 notes that have hedged their equity price risk with respect to the 2023 notes (the “hedged holders”) may enter into or unwind various derivatives with respect to Vocera common stock (including entering into derivatives with one or more of the initial purchasers in the offering or their respective affiliates) and/or purchase shares of Vocera common stock concurrently with, or shortly after, the pricing of the notes. This activity could affect the market price of Vocera common stock and the initial conversion price of the notes. The amount of Vocera common stock to be purchased by the hedged holders may be substantial in relation to the historic average daily trading volume of Vocera common stock. Vocera cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes or Vocera common stock.
Investors: